1. These Terms and Conditions of sales (“T&C”) exclusively apply to all sales and/or Contracts concluded by Insolation Energy Private Limited with the Customer for Products and Services provided by the Company along with pre-existing contractual obligations in this regard, unless specifically agreed otherwise in writing. These T&C shall also apply if the Company delivers Products or offers allied services to the Customer without reservation with full knowledge of conflicting or different terms and conditions or reference is made to these customers in separate correspondence.
2.1. This T&C applies to all Products sold and Services provided by the Company unless agreed by the parties in writing. Customer’s payment or recognition of delivery shall be deemed acceptance of these T&C. The Customer further acknowledges that he/she is aware of the contents of and agrees to be bound by these T&C.
2.2. All proposals are non-binding and subject to change without notice, unless the proposal is specifically declared as binding in writing.
2.3. A legal obligation only comes into existence as a result of a Contract signed by both parties, or upon commencement of rendering of Service by the Insolation Energy Private Limited under the Contract. The Company can request written confirmation of verbal acceptance of a Contract by the Customer.
2.4. A Contract between the Customer and the Company comes into effect only on approval of a Customer order by the Company or upon commencement of the provision of the contractual Services by the Company.
2.5. The confirmation of the receipt of the purchase offer, which the Customer receives after submitting their order, does not constitute acceptance of the purchase proposal.
2.6. All information provided by Insolation Energy Private Limited is valid at the time of creating such a purchase offer, unless otherwise stated or agreed, as information, offers, and prices are continuously updated by the Company.
2.7. Insolation Energy Private Limited reserves proprietary rights and copyrights to illustrations, drawings, cost estimations, tools, and other documents. This also relates to written documents that are recognized as “confidential”. The Customer requires the Company’s express written consent before they are transmitted to third parties or used by third parties.
2.8. The Customer initiates to return or destroy all documents and information received in the context of the cooperation and all copies produced on demand.
2.9. All information enclosed in general Product documentation and price lists shall be binding only to the extent that they are incorporated in the Contract in writing.
2.10. No amendment or change to the Contract shall be binding unless agreed in writing between duly authorized representatives of the parties.
3.1. The scope, type, and quality of Products and Services are resolute by the Contract signed by both parties or the Company’s order confirmation. Other information or requests only form part of the contract if the parties agree to them in writing or the Company has confirmed them in writing. Consequent changes to the scope of services need a written agreement or express written confirmation by the Company.
3.2. Standard quality, quantity, weight, or other deviations, in particular, are to be accepted by the Customer, even if they refer to brochures, drawings, or illustrations in their order unless agreed upon as a binding condition. Additionally, technical deviations from performance data may occur, particularly in connection with color differences, height, and size.
4.1. All prices and payments shall be paid in Indian Rupees unless agreed by the parties which shall be exclusive of valid taxes and duties, plus transportation charges, packaging, shipping, and, if applicable, insurance of Products in shipment.
4.2. Shipping of Products occurs exclusively against prepayment by the Customer unless agreed by the parties. The Customer initiates to pay for the Products and allied Services instantly on discharging its duties under the Contract, provided no other agreements have been reached. To the extent that, in an exceptional case, no prepayment is due, payments shall, in the nonexistence of any other agreement between the parties, be due instantly following the performance of Service and invoice by the Customer and will be payable without deduction within 14 (fourteen) days.
4.3. In the absence of a Contract, the Company shall only accept bank transfers to the bank account specified in the contractual documents as a means of payments.
4.4. The Customer is allowed to initiate third parties with achieving their commitment towards the Company. If the third party performs in the same way as the Customer is obligated to perform towards the Company, then the Company will accept the third-party service as the Customer’s specific accomplishment.
4.5. Late payments of the Customer are conditional on an interest charge of 18% (eighteen percent). This does not affect the right to declare claims for higher damages caused by default. The amount of interest recovered towards late payment of consideration would be excluding any applicable taxes. The same would be recovered distinctly at the applicable rates prevailing then.
4.6. If the Customer is in default of payment for longer than 14 (fourteen) days or if insolvency proceedings or equivalent proceedings under other legal systems are filed against the Customer’s possessions, the Company shall be authorized to demand immediate payment of all accounts receivable against the Customer, to hold back all Products and Services to the Customers and to assert all reservations of proprietary rights.
4.7. In case the Customer does not pay the balance amount of the Products after delivery of the Products, and as a result, the order is canceled, then the Company shall forfeit the prepayment amount made by the Customer and Customer shall deliver the Product to the Company within 15 (fifteen) days in the strict condition provided to the Customer at the complete cost of the Customer exclusively. In case the Customer does not provide the Product back to the Company within 15 (fifteen) days, then the Customer shall be accountable to pay an interest of 24% (twenty-four percent) per annum to the Company on the balance amount from the date of failure to pay the balance amount up to the date of receipt of the Product
4.8. Set-off entitlements may only be rendered by the Customer if his counterclaims are not contested or recognized as legitimately valid by the Company. The Customer may only allocate rights from this Contract to a third party with the Company’s earlier written agreement. The Customer shall only be allowed to exercise a right of retention or plead the defense of non-fulfillment of contract within the particular contractual relationship.
4.9. Conditions occurring after entering into the Contract which considerably affect the calculation basis in an unexpected manner and which lie outside the Company’s sphere of influence shall enable the Company to adjust the agreed price to a level exclusively designed to address these conditions. This relates in particular to changes in legislation, official measures, price increases on the part of the Company’s upstream dealers, and currency fluctuations.
4.10. In the event of the Company receiving unfavorable information regarding the financial conditions or solvency of the Customer following the execution of the Contract, the Company is, if advance payment is not due in any case, authorized to make performance and delivery dependent on a suitable advance payment on the part of the Customer or the provision of security in the form of a deposit or bank guarantee.
5.1. All non-public, private or proprietary information (“Confidential Information”) revealed by the Company (whether before or after the formation of the Contract) relating to the Products and Services the Agreement or the business of the disclosing party, shall remain the property of the Company and the Company reserves all proprietary, copyright, and other intellectual property rights within.
5.2. Confidential Information received by the Customer shall not, without the earlier written consent of the Company, be used for any purpose other than the one for which it is delivered, or communicated to any third party. The Customer shall notify the Company without delay of any unauthorized disclosure or use of Confidential Information and shall reasonably help the Company in the recovery and prevention of any further disclosure or supply of such Confidential Information.
5.3. The Company shall, not past the date of delivery of the Products, provide the agreed information essential for the Customer to install, commission, operate, and maintain the Products. The Company shall not be obliged to offer manufacturing drawings for the Products or spare parts to the Customer.
5.4. Customer recognizes the ownership of and the validity of the Company’s trademarks, brand names, copyrights, designs, trade secrets, inventions, or other intellectual property. The Customer will not reverse engineer, reverse compile, or reverse assemble the Products in complete or in part, and Customer will not develop any products combining any of the Company’s Intellectual Property; nor any enhancements or applications associated to the Intellectual Property. Customer approves not to apply for the registration of Intellectual Property in any country, nor take any action unpredictable with the Company’s rights in the Intellectual Property. Unless with the prior written agreement of the Company, the Customer will not use it in any way including in Customer’s letterhead or presentation cards. Customer will instantly notify the Customer in writing of any potential violation of Company’s Intellectual Property by other parties, or of any claim or possibility that the Intellectual Property trespasses the rights of others, and will cooperate with Company to safeguard Company’s Intellectual Property against violation. Subject to the above, Customer is hereby authorized to use trademarks and trade names owned by the Company in association with the Products, but only for the partial purpose of using the Products.
6.1. The Products shall be packed in a normal manner and according to commercial usage at the expense of the Customer.
6.2. The type of shipping and the carrier and transportation route will be selected by the Company, provided the Company has not received other written specifications from the Customer. Concerning the selection of mode of shipping, the Company shall only be held responsible in case of gross negligence.
6.3. Risk is transferred to the Customer once the product is made available to the Customer at the Company’s warehouse or such other place as specified by the Company.
6.4. Company will take out any insurance policies requested by the Customer for the Customer’s account on the charge and expense of the Customer.
7.1. The Company will deliver the Product by the delivery date decided in the Agreement. If the parties, rather than specifying the date for delivery, have specified a period within which delivery shall happen, such period shall instigate as soon as the contract is formed and all agreed preconditions have been satisfied, such as official formalities, payments due at the formation of the Contract and security of payment.
7.2. Any information concerning time of delivery and performance is non-binding unless declared binding by the Company in writing. Delivery deadlines instigate with the dispatch of the order confirmation by the Company, but not before all commercial and technical questions between the Customer and the Company have been explained and the Customer has fulfilled all duties obligatory upon him.
7.3. Delivery and performance deadlines shall be extended by the period in which the Customer is in default of payment under the terms of the contract and providing circumstances for which the Company is not accountable or the Customer prevents the Company from rendering delivery of Product or Service, and they shall be extended by a reasonable time after the end of the delay. These conditions include shortages of raw materials on appropriate commodity markets, delays caused by the Company’s dealers, and industrial disputes. Deadlines shall also be measured as extended by any such time in which the Customer breaches the contract by not meeting his responsibility to cooperate (e.g. by not providing an item of information, not delivering a provision, or failing to provide staff, etc.).
7.4. In the event of the parties consequently agreeing to perform different or additional services which affect the approved deadlines, these deadlines shall be prolonged by a reasonable time.
7.5. Any notices and setting of deadlines on the part of the Customer must be in the written form to be considered efficient. A period of grace granted must be appropriate. A period of less than 2 (two) weeks shall only be considered proper in cases of special urgency.
7.6. The Company is allowed to make partial deliveries of the Products since the delivered parts can be reasonably used by the Customer.
7.7. Approved delivery deadlines shall be regarded as having been stuck to if the Products have been handed over to the transport carrier on the agreed date of delivery or the moment the Company has been informed of their actual readiness for shipment.
7.8. In the occurrence of a failure to deliver to the Company on the part of its supplier, despite the cautious selection of its supplier by the Company and the order complying with the necessities of the Company’s delivery obligation, the Company shall be authorized to full or partial withdrawal regarding the Customer, if the Company indicates its non-delivery to the Customer and, since this is acceptable, offer to assign the claims the Company is permitted to enforce against the supplier to the Customer. The Company shall not bear any responsibility for slight negligence in its selection procedure when it comes to selecting its suppliers.
8.1. For supplies outside the territory of India – It is hereby declared that the Customer and the Company hereby agree and recognize that the title to the Products permits on to the Customer at the port of shipment and the delivery of Services subsequently and/or requirements of a final acceptance test will not affect the Customer’s rights and accountabilities under this Contract.
8.2. For supplies inside India – It is hereby declared Customer and Company agree that the title to the Products passes on to the Customer on loading the carrier and the provision of Services afterward / requirements of a final acceptance test will not affect the Customer’s rights and accountabilities under the Contract”
8.3. If the Products are processed or redesigned with other goods not belonging to the Company, then the Company will obtain co-ownership of the new object concerning the value of the Products to the other handled objects at the time of processing.
9.1. The Products and Services have the agreed possessions and circumstances and are appropriate for the contractually agreed use or, where no agreement exists, are fit for normal use. Without explicit Agreement, an exclusive guarantee is only provided regarding freedom from Defects reflecting advanced technological standards. The Customer bears sole accountability for the suitability and security of the Products and/or Services for a Customer application. No consideration shall be given to an irrelevant reduction in quality.
9.2. Claims under the guarantee are excluded in the instance of the following:
9.2.1. if the Products are not kept, installed, operated, or used correctly by the Customer or a third party,
9.2.2. in case of natural deterioration,
9.2.3. if the Product is not maintained correctly,
9.2.4. if the Product is used in combination with inappropriate equipment,
9.2.5. in case of damage caused by repairs or other work carried out by third parties which were not specifically accepted by the Company.
9.3. In case of physical Defects, the Company reserves the right to remedy said Defects first. Resolving of the Defect shall be realized according to the Company’s choice by rectification of the Defect, by delivery of Products and/or Services that are free of the Defect, or by the Company indicating choices for avoiding the effects of the Defect. However, two attempts to remedy a Defect must be acknowledged. The Customer shall accept an equivalent new or prior version of the Product which is free of the Defect as a remedy if this can be considered equitable for the Customer. Any expense acquired by the Customer within the framework of the consequent performance for the removal of the defective Products and the installation or mounting of the reworked or delivered Products that are free of Defects is to be tolerated by the Customer.
9.4. If the Customer incurs expenses for the removal of the defective item within the possibility of the subsequent performance, the Company shall bear these costs up to the net price of the existing defective product. However, at all times, the Company is required to be communicated for removal of any defect, the Company shall not entertain any claim or payment if the Customer involved a third party for the elimination of such defect.
9.5. The Customer shall support the Company about the analysis and fixing of Defects by, particularly, precisely describing problems which occur, informing the Company comprehensively, and allowing the Company necessary time and opportunity to remedy problems.
9.6. The Company can demand payment if extra costs are acquired by the Company due to the Products or Services being rehabilitated or incorrectly operated. The Company can demand reimbursement of expenditures if no defect is found.
9.7. If expenses, particularly transport, travel, work, and material costs, increase through the effort to remedy the Defect, the Company are not indulged to bear these costs if expenses increase since the delivery item was subsequently transported by the Customer to a location other than the delivery address unless this transport fulfills with its contractual and intended use. Persons and material costs which the Customer claims due to shortages relating to the Services must be charged based on net cost prices.
9.8. Faulty Products may only be returned to the Company for subsequent performance following prior written consent in agreement with the Company’s current rules for this purpose. The risk of accidental deterioration of the Products is only transferred at the time of acceptance by the Company at such place as may be identified by the Company. The Company is permitted to reject returned Products without prior discussion.
10.1. The Customer is obliged to have all of the Products and Services checked by a proficient employee either instantly after delivery or performance or upon approachability and to immediately complain in writing regarding recognizable and/or identified Defects, including a detailed description of the fault.
10.2. The Customer recognizes that the Company is dependent on his/her/its inclusive support to provide the Products and Services in an effective and timely manner. The Customer is therefore obliged to provide all information necessary to render Services properly in a timely and thorough manner.
10.3. The Customer is obliged to test the Products and Services carefully to determine their suitability for use in the specific situation and subject them to a functional test before installation or further delivery, etc. This also relates to delivery items that the Customer receives free of charge or under the terms of the guarantee.
10.4. The Customer shall take adequate precautions in case the Company partially or fails to provide the Products and Services appropriately (e.g. through fault diagnosis, examination of results regularly, emergency planning).
11.1. Unless otherwise specifically agreed in writing, the Products are not anticipated for use in life-sustaining or life-supporting devices and systems, nuclear plants, for military purposes, and aerospace applications or other purposes where a malfunction of the Product can be reasonably expected to lead to life-threatening circumstances or cause catastrophic consequential damage.
11.2. Where the Customer disrupts Clause 11.1 herein, this happens at the Customer’s own risk and is the sole accountability of the Customer. Initially, the Customer agrees to release the Company from any responsibility resulting from the use of Products in contexts of this nature and indemnify and hold the Company inoffensive to the fullest extent, including concerning the costs of appropriate legal defense.
12.1. Nevertheless other provisions in these T&C regarding suspension, each party shall be allowed to suspend the performance of its obligations under the Contract, where it is clear from the circumstances that the other party is not going to perform its responsibilities. A party suspending its performance of the Contract shall immediately inform the other party thereof in writing.
12.2. The Customer can only demand the rescission of the contract because of a delay in performance if the Company is completely or predominantly accountable for the delay unless, after evaluation of different interests, adherence to the Contract cannot be reasonably estimated of the Customer due to the delay.
12.3. The Company is allowed to terminate the T&C and the Contract with immediate effect if the Customer has provided incorrect information regarding his solvency or definitively discontinued payments, or if proceedings have been filed against him/her/it for affirmation instead of an oath, if insolvency proceedings have been filed against the Customer’s assets or comparable proceedings under a different legal system have commenced, or if an application to instigate proceedings of this nature has been filed unless the Customer pays in advance without delay. Furthermore, the Company is allowed to terminate the contractual relationship if the Customer defaults in any payment terms contrary to as provided under Clause 4 aforementioned.
13.1. The Company shall process Customer’s data necessary for business transactions and constitutional requirements with due consideration of data protection regulations if any in place from time to time.
13.2. The Customer gives their consent that the Company collects information about the Customer from the standard credit agencies, to guard the Company’s rightful interests.
14.1. Either party shall be entitled to suspend performance of its responsibilities under the Agreement to the extent that such performance is impeded or made irrationally onerous by Force Majeure, meaning any of the following situations: industrial disputes and any condition beyond the control of the parties including, without limitation, fire, war, wide military mobilization, insurrection, requisition, seizure, restrictions in the use of power, currency and export restrictions, domestic or international financial market crash, demonetization, epidemics, natural disasters, extreme natural proceedings, terrorist acts, and defects or delays in deliveries by suppliers caused by any such condition mentioned to in this Clause. A situation referred to in this Clause whether occurring before or after the creation of the Contract shall give a right to interruption only if its effect on the performance of the contract could not be foreseen at the time of the creation of the Contract.
14.2. The party claiming to be affected by Force Majeure shall inform the other party in writing without delay on the intervention and the interruption of such circumstance. if a party fails to give such notice, the other party shall be permitted compensation for any additional costs which it incurs and which it could have avoided had it received such notice. If the Force Majeure prevents the Customer from fulfilling its obligations, it shall recompense the Company for expenses incurred in safeguarding and protecting the Products.
14.3. Either party shall be permitted to terminate the Contract by notice in writing by a document signed to the other party if performance of the Contract is suspended under Section 14.1 for more than 6 (six) 3 (three) months.
15.1. The Customer is obliged to check and ensure to be compliant with the applicable national and international guidelines of the export control law when passing on the Products or rendered Services to third persons/party.
15.2. Before passing on the Products or rendered Services to third parties, the Customer is indulged to confirm, by proper checks and measures, that these actions do not trespass any embargo regulations.
15.3. Since it becomes necessary due to possible investigations, the Customer must instantly provide the Company with all information about the final destination and recipient in addition to the intended use of the delivered Products and Services upon demand.
15.4. The Customer shall be solely accountable for making custom duty payments and other reacted fees or expenses for export under the Agreement.
15.5. The Customer insures the Company totally from all claims arising from the non-observance of the above-mentioned export control obligations by the recipient.
All changes and additions to the Contract require the written form to be considered effective. The parties shall fulfill this requirement by transmitting documents in text form, particularly by fax or e-mail, unless other requirements exist for individual announcements. The written form requirement itself may only be withdrawn in writing.
17.1. Any dispute arising out of or in association with the Contract, with any question regarding its existence, validity, or termination, shall be referred to and finally resolved by Negotiation under the (Indian) Arbitration & Conciliation Act, 1996 including any amendment or modifications in force from time to time, which rules are considered to be incorporated by reference in this Clause. The arbitral tribunal shall consist of 1 (one) authority. The language of the adjudication shall be English. The law governing this arbitration contract shall be the law of India.
17.2. The Contract shall be governed and interpreted by the applicable law of India.
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